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Viscofan BioEngineering
CORPORATE GOVERNANCE
Board of Directors
The Board of Directors is the body charged with the representation and administration of the company. Its basic role is the general supervision of the operations of Viscofan S.A. and, as required, the companies that make up the Group.
NAME
POSITION

José Domingo de Ampuero y Osma
Non-Executive Chairman

Director Other External
Industrial Engineer from Bilbao's Higher School of Industrial Engineers and Master of Business Administration from the University of Southern California. Los Angeles. USA.
His extensive professional career has led him to hold various important positions, such as Vice-Chairman of Naviera Vizcaína, Chairman of S.A. de Alimentación, Vice-Chairman of BBVA Bancomer (México), Chairman of Bodegas y Bebidas, Vice-Chairman of Banco Bilbao Vizcaya Argentaria S.A., Vice-Chairman of Iberdrola, Chairman of Cementos Lemona S.A. and member of the Boards of Directors of Tubacex S.A., Corporación Financiera Alba and the Asociación para el Progreso de la Dirección.

He is currently Chairman of Autopista Vasco-Aragonesa S.A.

Amongst other business activities, he is member of the Basque Business Circle, and its former chairman, member of the Board of Caridad de la Santa y Real Casa de Misericordia of Bilbao, and its former chairman.

He has been Executive Chairman of the Viscofan Group from February 27, 2009 to December 31, 2023, contributing to improving the Group's leadership and its growth and geographical expansion.

He is currently Non-Executive Chairman of Viscofan S.A.

First appointment: 27/02/2009
Re-elections: 07/05/2015, 12/04/2019
Shares: 75,928
% Voting rights: 0.163%
First appointment: 27/February/2009
Last appointment: 27/April/2023

Jaime Real de Asúa y Arteche
Vice chairman

Independent Director
Industrial engineer, specialising in industrial organisation from the ETSII (Bilbao).
He is currently Non Executive Chairman of the Board of Directors of Elecnor S.A., Chairman of its Executive Committee and member and secretary of its Appointments,Remuneration and Sustainability Committee. He is also Chairman of the Elecnor Services and Projects Committee and Director of Enerfín Sociedad de Energía, S.L., which belong to the Elecnor Group, Vice chairman of Cantiles XXI, S.L, and Director of Onchena S.L.

He is also member of the Advisory Board of BBVA for the Northern region, of the Circulo de Empresarios Vascos and Board member of Adey Foundation.

He has also been Chairman and Director of Adhorna Prefabricación S.A. until its takeover merger by Elecnor in 2015 and Director of Celeo Concesiones e Inversiones, S.L.U. Furthermore, from 1987 to 2012 he was director of Internacional de Desarrollo Energético, S.A. (IDDE) and board of director in Tasdey S.A.

At the same time, from 1981 until 2011 he was linked to Grupo Cementos Portland Valderrivas, where he held different management positions and was a member of the Board of Directors of various companies of this Group.

He is Vicechairman of the Board of Directors of Viscofan, S.A, and Chairman of its Appointments, Remuneration and Sustainability Committee.

First Appointment: 11/04/2014
Reelections: 25/05/2018
Shares:
% Voting rights: 0%
First appointment: 11/April/2014
Last appointment: 29/April/2022

Jose Antonio Canales García
CEO

Executive Director
Degree in Economics and Business from Deusto Business School (Bilbao) and has completed an advanced course of studies in International Transport & Distribution at the London School of Foreign Trade.
He has acquired in-depth knowledge of the casing business as a result of his experience obtained in Viscofan Group, which he joined in 1996 as General Manager of Viscofan do Brazil, leading the expansion of Viscofan Group in South America until his appointment in 2006 as General Manager of Viscofan, S.A. and of the Group of companies of which it is the parent. He continues to hold this position today, from which he has become a key contributor to reinforce Viscofan leadership worldwide and international expansion.

He is a member of the advisory board of ABE Capital Partners and board member representing Viscofan Group in Fundación Cetena (CEMITEC) and he has been member of the Board of Directors of Maxam Corporation Holding, S.L. until 2019.

He is also a member of the Board of Directors of ACERMAS, Asociación Centro Rafaela María de Acción Social, for the integration of people with intellectual disabilities in Vizcaya (Spain).

In 2014 he joined the Board of Directors of Viscofan S.A. as Executive Director.

Since January 1, 2024, he has held the position of First Executive of the Viscofan Group.

First Appointment: 11/04/2014
Reelections: 25/05/2018
Shares: 34,805
% Voting rights: 0.075%
First appointment: 11/April/2014
Last appointment: 29/April/2022

José María Aldecoa Sagastasoloa
Lead Independent Director

Independent director
Technical Electronic Engineer from the University of Mondragón. Graduate from the Executive Management Programme at IESE.
Throughout his long professional career, he has held various posts at COPRECI (1971-1982). He was Managing Director of Fagor Electrónica and member of the Board of Directors of Fagor, S. Coop. (1982- 1991).

Between 1984 and 1991, he was Vice-Chairman of ANIEL (National Association of Electronic Industries) and member of the Board of Directors of the European Electronic Components Association (EECA).

From 1992, he held various positions at Mondragón Corporación as Vice chairman (1992-2006) leading component and automotive division (1992-1999) and, in 2007, he was appointed Chairman, a position he held until July 2012.

He has a wealth of experience in the international industrial world, especially in Asia, including the creation of Fagor Electrónica in Hong Kong and Thailand and the integration of production plants in the industrial park of Kunshan (China).

He has sat on the Board of Directors of various automotive and components companies (Copreci in Czech Republic and Mexico, Fagor Ederlan in Brazil and Slovakia, Paranoa-Cicautxo in Brazil, FPK, Chairman of Victorio Luzuriga), and he was director (1992-2006) and Chairman (2007-2012) of Mondragón Inversiones.

From 2012 to 2017 he was an independent director and member of the Delegated Committee of Gamesa Corporación Tecnológica, S.A.

He is member of the Board of Directors of Viscofan S.A., and member of its Appointments, Remuneration and Sustainability Committee. In 2014 he was appointed as Lead Independent Director.

First Appointment: 23/05/2012
Reelections: 25/05/2018
Shares: 1,000
% Voting rights: 0.002%
First appointment: 23/May/2012
Last appointment: 29/April/2022

Agatha Echevarría Canales
Director

Other External Director
Law degree from ICADE (Universidad Pontificia de Comillas) and is a Business Studies graduate from the same university.
She has broad professional experience in a number of multi-nationals, including the audit firm Touche and Ross, S.A., British Petroleum España, S.A. and the investment bank Charterhouse Limited in which she was Managing Director and Director of its Spanish subsidiary, and founder and director of D+A Documentación y Análisis S.A.

She has acted as a business strategy adviser to family firms and is currently Director of Papelera Guipuzcoana de Zicuñaga, SA and Banca March and member if its audit committee and the Remunerations committee.

She is member of the Board of Directors of Viscofan S.A. and of its Audit Committee.

First appointment: 28/01/99
Reelections: 05/05/03; 03/06/08; 11/04/14; 25/05/18
Shares: 42,869
% Voting rights: 0.092%
First appointment: 28/January/1999
Last appointment: 29/April/2022

Javier Fernández Alonso
Director

Nominee Director
Graduate in Business Administration and Management from the University of Deusto, with honours, specialising in Finance.
He has extensive experience in business management and administration. He is currently General Manager of Corporación Financiera Alba, S.A.

In 2000, he began his professional career in investment banking and mergers and acquisitions at Goldman Sachs in London and subsequently, in 2002, he joined ABN AMRO in Madrid.

In 2006, he joined the Investment Department of Corporación Financiera Alba S.A. and was appointed Deputy Chief Investment Officer in 2007, Chief Investment Officer in 2012 and Managing Director from 2020.

He is currently, on behalf of Alba, a member of the Board of Directors of CIE Automotive S.A, Ebro Food S.A., Profand Fishing Holding S.L and the companies Rioja and Rioja Acquisition S.à r.l. (Naturgy). Previously, he was Director, among others, of Acerinox, ACS, Dragados, ACS Servicios y Concesiones, Euskaltel, Parques Reunidos and Clínica Baviera.

In addition, he is a director and member of the Investment Committee of Artá Capital SGEIC, S.A. and in various venture capital investment of the group.

Since June 2022, he has been a nominee director of Viscofan SA on behalf of Corporación Financiera Alba and a member of its Audit Committee.

Shares:
% Voting rights: 0%
First appointment: 23/June/2022
Last appointment: 27/April/2023

Santiago Domecq Bohórquez
Director

Nominee Director
He has studies at the School of Economic and Business Sciences of Universidad Pontificia Comillas-ICADE (Madrid) and at the School of Economic and Business Sciences of the University of Cádiz (UCA). Specialisation course in Managing Agrifood Companies (DEA) at the International Institute San Telmo (Seville).
Throughout his broad professional experience as a businessman he was, among others, Director of Coca-Cola Iberian Partners, S.L. until 2015, and prior to that, from 1997 Director of Refrescos Envasados del Sur, S.A. (RENDELSUR), company that joined Coca-Cola Iberian Partners S.L. in 2013. He was also a Director of Algar Aguas de Cádiz S.A.

Currently he is a Member of the Provincial Board of Cádiz, Member of the Natural Park of Los Alcornocales and Member of the Provincial Environment Council.

He is the Sole Director of Angustias y Sol, S.L and of its group of subsidiary companies operating in the financial, agriculture and livestock sectors, among others.

Nominee Director of Viscofan, representing Angustias y Sol S.L., and member of its Appointments, Remuneration and Sustainability Committee.
Shares: 2,332,500
% Voting rights: 5.020%
First appointment: 21/April/2016
Last appointment: 24/April/2020

Laura González-Molero
Director

Independent director
Laura González-Molero holds a Degree in Pharmacy, industrial specialisation, from the Universidad Complutense de Madrid and an Executive MBA from IE Business School awarded in 1999, and has taken advanced courses in prestigious international academic institutions such as Insead, IMD and Harvard.
She has held senior executive positions in major international corporations in the Healthcare and Chemical sectors in Europe and America.

She was Chairwoman for Latin America at Merck Serono Biopharmaceuticals and Bayer Healthcare, having resided in Brazil and the United States, where she was responsible for more than two thousand five hundred employees and managed business figures in excess of one billion dollars, which has made her an international benchmark in these sectors. Her work as an executive has been rewarded on numerous occasions.

She has also been an Independent Director of Bankia SA until its merger with Caixabank in March 2021, and Ezentis SA until June 2022.

She was an independent Director of Viscofan from 2010 to 2016, and a member of its Appointments and Remuneration Committee, where she carried out an important job promoting and consolidating the functions of this Committee, as well as contributing diversity to the Board's decision-making through her participation in the various debates and deliberations where her criteria and opinion have contributed to the development of the Viscofan Group until the end of her mandate as an independent Director in 2016, when her professional commitments prevented her from considering her renewal as a Director.

She is currently an independent Director of Acerinox SA, Banco Sabadell and Chairwoman of ApD (association for the management progess )member of the Advisory Board of ISS in Spain.

She is member of the Board of Directors of Viscofan, S.A. and member of its Audit Committee of which she is Chairwoman.
Shares:
% Voting rights: 0%
First appointment: 25/May/2018
Last appointment: 29/April/2022

Cristina Henríquez de Luna Basagoiti
Director

Independent Director
Degree in Business Administration from Universidad Pontificia Comillas (ICADE E2).
She has extensive experience and financial knowledge of best multinational practices in various sectors and vast international experience, both on developed and developing markets and she has worked in Spain, Germany, Peru, Mexico, Switzerland and the United Kingdom.

Between 1989 and 2010, she carried out his professional career at Procter & Gamble, where she joined as a Financial Analyst (1989-1991), then coupling posts of varying responsibility: Manager of Finance, Cosmetics and Fragrances, (1991-1994), Director of Finance and Accounting for Peru, Ecuador and Bolivia (1994-2001), Tesorera Latam (2001-2004), Financial and Accounting Director, Latam North (2004-2006) and Vice Chairwoman of Finance and Accounting for Western Europe (2006-2010), where she led a financial organisation for a region of USD18,000 million in income.

In 2010, she joined GSK as Financial Senior Vice Chairwoman Pharma Europa to then also assume the financial responsability of the Global Franchises two years later.

In 2014 she was appointed President and CEO in Spain, also having responsibility for Iberia and Israel. In May 2023, as a result of a strategic reorganization of GSK in Europe, she left her responsibilities in charge of Portugal and Israel, and she is currently President and CEO of GSK in Spain


She is also currently a director and member of the Audit Committee and Cumpliance of Meliá Hotels International S.A. and Applus Services.

She is Vice-President of the Fundación de Ciencias de la Salud, Vice-President of the Fundación España Salud, Vice-President of Farmaindustria and member of its Governing Board and Board of Directors. He is a member of the Executive Committee and member of the Board of Trustee of the SERES Foundation, Society and Responsible Company, as well as of the Cotec Foundation.

Since 2022, she has been an independent director of Viscofan SA and member of its Audit Committee.

Shares:
% Voting rights: 0%
First appointment: 29/April/2022
Last appointment: 29/April/2022

Andrés Arizkorreta García
Director

Independent Director
Economics degree from Deusto University.
He was extensive experience in General Management as the CEO of a listed company with a vast projection in the Spanish industrial business sector . Used to the performance of international business, he has been capable of successfully implanting his company in all global markets.

His whole professional career has unfolded at CAF. He began in 1980 in the economic area in an internal control post and evolved until 1982 when he became the Head of accounting, administration and human resources in the areas related with manufacturing. This experience gave him in-depth knowledge of CAF factory environments and the understanding of operations.

In 1987, he was appointed Personnel Director of the Company and in 1989 he became Director of the Beasain and Irún plants. In 1992, he became part of the Board of Directors and was appointed as the Company's Managing Director.

In 2006, he was appointed as CEO of the CAF Group until 2015, the year in which he was appointed as the Company's Executive Chairman, holding the post of Non-Executive Chairman since 2021.
He is also linked with Deusto Business School as a Director with the Management Knowledge Cluster as Chairman, and with the Technical Research Centre of Gipuzcoa as a member of the Board of Trustees.

His current additional responsibilities to his functions at CAF are in Orkestra Instituto Vasco de Competitividad, where he is a member of the Board.

He is also Chairman of Circulo de Empresarios Vascos, a member of the Academy of Science, Arts and Letters (Jakiunde) and of the Board of Trustees of the Donostia International Physic Center Foundation.

He is independent director of Viscofan SA and member of its Appointments, Remuneration and Sustainability Committee, and of its Audit Committee
Shares: 3,000
% Voting rights: 0.006%
First appointment: 29/April/2022
Last appointment: 29/April/2022

Verónica Pascual Boé
Director

Independent Director
Graduated in Aeronautical Engineering from the Polytechnic University of Madrid, she has completed a Master in Business Administration (MBA) at the Collège des Ingénieurs de Paris and an Executive Master in Positive Leadership and Strategy (EXMPLS) at the IE Business School. Likewise, she has several postgraduate studies at INSEAD, Stanford, and Harvard Business School.
She is an entrepreneur who has led for 18 years a Group of companies linked to digital transformation headed by ASTI Mobile Robotics Group, a company based in Spain, France, Germany and the United States, dedicated to the supply of autonomous vehicle systems for the automation of industrial processes in sectors such as automobiles, food, cosmetics, pharmaceuticals and retail. Since August 2021, ASTI Mobile Robotics was integrated into ABB Robotics and Ms. Pascual became Global Manager of Autonomous Mobile Robotics until January 2023.

She currently leads her family office, ALBP Corp, one of whose main objectives is investment in technology-based projects.

Likewise, Ms. Pascual chairs the ASTI Technology and Talent Foundation, a foundation created for the development of STEM talent for young people from an early age. Likewise, she is Vice President of Endeavor Spain, member of the Advisory Board of Telefónica Tech, and Director of the companies Telefónica S.A., General de Alquiler de Maquinaria, S.A. (GAM) and Telefónica Audiovisual Digital.

She began her professional career internationally in the Department of Strategic Human Resources Management of the multinational industrial group Bouygues. In 2004, she joined the family company ASTI, having held different positions in the management of said company (Technical Management and Commercial Management). At the end of 2006, she became its General Manager and, in 2008, she opted for the acquisition of the aforementioned company.

Previously, she has held various positions, among others: Promoter and Founder of Digital Innovation Hub of Burgos, through ASTI of DIHBU (2018); President of the Industry 4.0 Working Group of the Government of Castilla y León (2016-2018); President of the Industry 4.0 Commission and Vice President of Talent Development of AMETIC (2016-2018); Member of the Advisory Council of the Quality Agency of the University System (2015-2016); Member of the Advisory Board of EAE Business School (2015-2016); Member of the Governing Council of APD Castilla y León (2014-2015); Member of the Board of Directors of Empresa Familiar Castilla y León (2001-2013).

She is an Independent Director of Viscofan SA.

Shares:
% Voting rights: 0%
First appointment: 20/December/2023
Last appointment: 20/December/2023
SECRETARY NON-DIRECTOR

José Antonio Cortajarena Manchado
Secretary non-director

Graduate in Law from the UPV/EHU and LLM (Master of Laws) from IE Law School. State Lawyer (on leave of absence).
With an extensive professional career as legal director in corporations and listed companies, he currently holds the position of Secretary of the Board of Directors of Viscofan S.A. and its Committees, as well as that of legal director of the Group. As a member of senior management, he has extensive experience and knowledge in the areas of corporate governance, M&A, contracting and litigation.

Prior to joining Viscofan in 2018, he held the positions of General Secretary and Corporate General Manager at Gamesa Corporación Tecnológica (later Siemens Gamesa Renewable Energy, S.A.), as well as Deputy Secretary of its Board of Directors and its Executive Committee (2007-2017). He began his career as a lawyer at EY, later joining the Corps of State Lawyers where he held various positions in active service and in collegiate bodies in the state public sector (1998-2007).

Cofounder and Trustee of Artizarra Fundazioa, essentially oriented towards the promotion and development of investment initiatives in the Basque Country and other nearby territories.

In his teaching activity, he has been a lecturer, among others, at the School of Legal Practice of the University of Navarra and a member of its Professional Guidance Office, and is the author of various legal monographs and articles.
EXECUTIVE DIRECTOR
1
INDEPENDENT DIRECTOR
6
NOMINEE DIRECTOR
2
OTHER EXTERNAL DIRECTOR
1
TOTAL DIRECTORS
10

CORPORATE GOVERNANCE

CORPORATE COMMISSIONS

Within the Board of directors and by delegation, the Board of Directors has created different commissions.

® Viscofan Group